Prospectus Supplement filed under Rule 424(b)(3)
Registration No. 333-07899
Prospectus Supplement
The Prospectus dated August 13, 1996, relating to the offer for
resale of up to $200,650,000 aggregate principal amount of the
Continental Airlines, Inc. 6-3/4% Convertible Subordinated Notes
due April 15, 2006 is hereby supplemented as follows:
1) "SBC Warburg Inc." is added to the table of Selling Holders
on page 39 with a Principal Amount of Registered Notes as of
October 1, 1996 of $1,000,000. S.G. Warburg & Co., Inc.
(which merged with SBC Capital Markets Inc. on June 4, 1996
to form SBC Warburg Inc.) has in the past provided to
Continental Airlines, Inc. and/or its affiliates investment
banking and/or advisory services for which it has received
customary fees, and may in the future provide such services.
2) "Salomon Brothers Equity Arbitrage Finance Limited I" is
added to the table of Selling Holders on page 39 with a
Principal Amount of Registered Notes as of October 2, 1996
of $2,000,000. Salomon Brothers Inc (an affiliate of
Salomon Brothers Equity Arbitrage Finance Limited I) has in
the past provided to Continental Airlines, Inc. and/or its
affiliates investment banking and/or advisory services for
which it has received customary fees, and may in the future
provide such services.
3) "Smith Barney & Co." is added to the table of Selling
Holders on page 39 with a Principal Amount of Registered
Notes held as of October 2, 1996 of $125,000. Smith Barney
& Co. has in the past provided to Continental Airlines, Inc.
and/or its affiliates investment banking and/or advisory
services for which it has received customary fees, and may
in the future provide such services.
4) "Elliott Associates, L.P." is added to the table of Selling
Holders on page 39 with a Principal Amount of Registered
Notes held as of September 26, 1996 of $1,340,000.
5) "Westgate International, L.P." is added to the table of
Selling Holders on page 39 with a Principal Amount of
Registered Notes held as of September 26, 1996 of $660,000.
6) Footnote (14) on page 40 is amended in its entirety to read:
"As of Septebmer 6, 1996, Delta Airlines Master Trust
beneficially owned $3,690,000 in aggregate principal amount
of Registered Notes."
7) An additional footnote with respect to OCM Convertible Trust
is added on page 40 stating: "As of September 6, 1996, OCM
Convertible Trust beneficially owned $5,665,000 in aggregate
principal amount of Registered Notes."
8) "Lehman Brothers, Inc." and its Principal Amount of
Registered Notes of $132,300 is deleted in its entirely from
the table of Selling Holders on page 39. "Lehman Brothers,
Inc." is deleted from the second sentence of the second
paragraph appearing under the heading "Selling Holders" on
page 38.
The date of this Prospectus Supplement is October 7, 1996.